BYLAWS OF SOUTH VANCOUVER PACIFIC GRACE MB CHURCH

BYLAWS OF SOUTH VANCOUVER PACIFIC GRACE MB CHURCH PART 1: DEFINITIONS 1. In these Bylaws, unless the context otherwise requires: a Church shall mean South Vancouver Pacific Grace MB Church; b Lead Pastor also includes senior pastor, acting lead pastor, or interim lead pastor; c Deacons mean those persons elected or appointed to serve on the deacon board pursuant to these bylaws and Deacon means any one of them; d Deacon Board means the members of the pastoral staff and the elected deacons ; e Chairperson of the Board means the deacon elected by the membership and elected by the deacon board to serve and act as chairperson of the deacon board. f Moderator means the person elected or appointed by the deacon board as chairperson to lead the annual general meeting (AGM, or extraordinary general meeting (EGM, or any other informal general meeting. g Members mean those persons accepted into membership by the church pursuant to these bylaws and Member means any one of them; h Active member means member who regularly attends the church as defined by the church policy manual and whose membership status is not inactive, suspended, or removed in the record of the church. Active members mean the plural of it. i Special Resolutions mean a resolution that requires approval by a seventy-five per cent (75% of the votes of persons authorized to vote and present at a general meeting. 2. Wording importing the singular includes the plural and vice versa, and wording supporting a male person includes a female person and a corporation. (Note: all words in the following parts of the document that are bold and italics refer to the definitions in Part 1 of these bylaws. 1

PART 2: MEMBERSHIP 3. Church membership is open to anyone who believes Jesus Christ is the Son of God and accepts him as one s personal Saviour and acknowledges him as Master and Lord of one s life. The Mennonite Brethren Church follows the Anabaptist traditions, which include Baptism. 4. Discipleship includes commitment to live a life of holiness, a determination to put to death sin, a commitment to peace and love in family, community, and country. 5. As a general guideline, those aged 16 years or above, may make an application for membership. Applicants under 16 years old should provide letter of approval from parents or guardians. To be eligible, applicants must have: a been enlightened by the Holy Spirit to repent of their sins; and b confessed the Lord Jesus as Saviour; and c shown evidence of a regenerated heart by a consistent walk in faith; and d adopted the statement of faith held by the church; and e attended church services regularly for at least six months, and f completed baptismal classes or membership transfer classes and have been baptised as a believer. Upon interview by the deacon board, recommendation by the pastoral staff and approval from the deacon board, an applicant may be accepted as a member. 6. Upon a person qualifying and being accepted for membership pursuant to bylaw 5, admission of such person to membership of the church shall occur upon each and any one of the following: a Baptism by immersion, upon personal confession of faith in the Lord Jesus Christ, evidence of Christian conduct and willingness to and support the principles and practices of the church; b Letter of membership transfer, referral or recommendation from another protestant church duly received by the church as to baptism upon profession of faith. The church also accepts into membership believers baptized by a mode other than immersion; c Reinstatement of a dismissed member who gives evidence of genuine repentance acceptable to the deacon board; or d Reinstatement after a six month period of renewed activity of a person previously removed from the register due to prolonged inactivity. 7. The responsibilities of members include: a To be faithful in all the spiritual duties essential to the Christian life. Such duties include but are not limited to: regular attendance of church services, supporting the church in its ministries and mission, and sharing in its organized work; b To discern and vote for members to serve as deacons; c To consider for approval the annual budget and/or such other expenditures that may be presented upon the recommendation of the deacon board; 2

d To consider for approval such projects and ministries as may be recommended by the deacon board; e To discern and vote for the calling and hiring of the lead pastor; f To consider for approval such other issues, matters, actions and recommendation as may be presented by the deacon board; and g To otherwise uphold the church constitution and comply with these bylaws. 8. Rights of a Member a Only active members, as defined in the church policy manual, of 19 years of age or older, shall be eligible to vote at a general meeting and on deacons election. b Only active members, as defined in the church policy manual, of 21 years of age or older shall be eligible to be nominated and elected as a deacon board member. c Members do not have ownership rights of any church property. 9. Review of Membership 9.1 A member may be dismissed upon: a flagrant and/or wilful conduct which is irreconcilable with the church s statement of faith or other standards of conduct and faith adopted by the church from time to time and for which such member does not show remorse; or b conduct which brought disgrace to the Holy name of God or the reputation of the church; or c teaching or leading astray other members in the way that is contrary to the truth of our beliefs; or d committing criminal acts; or e consistent and unrepentant immoral conduct in accordance to Biblical teachings. The person who is the subject of the proposed resolution for expulsion must be given an opportunity to be heard by the deacon board. The final resolution will rest upon the deacon board. 9.2 A person may cease to be a member of the church as follows: a By delivering his/her letter of transfer to another church, to the church secretary/church administrator of the church or by mailing it to the address of the church; b Upon issuance of a baptismal certificate or letter of transfer by the church to another church; c On being removed by reason of inactivity (section 7a for two years or more and after well documented attempts by the pastoral staff and/or deacon board to bring that person back into fellowship; d Death; e On being dismissed; f Upon voluntarily surrender of his/her membership with the church. 3

PART 3: MEETING OF MEMBERS 10. General meetings include annual general meetings and extraordinary general meetings. 11. The deacon board shall convene an extraordinary general meeting: a when they see fit; or b by the signed request of 10% or more members, submitted to and received by the deacon board secretary setting forth the purpose of the meeting. This meeting is to be held without delay. 12. Notice of a general meeting, including an agenda for the meeting, must be provided at least 14 days prior to the date of the general meeting. Notice of a general meeting must specify the place, day and hour of the meeting, and in case of special business, the general nature of that business. Notice given at church services and/or in electronic mail is considered to be proper notification. 13. The accidental omission to give notice of a meeting to, or the non-receipt of a notice by, any of the members entitled to receive notice does not invalidate proceedings at that meeting. 14. Annual general meetings shall be convened once a year to approve the financial statements and ministry reports of the previous year, and the annual budget of the current year. It must be held at least once every calendar year and not more than 15 months after the holding of the last annual general meeting. 4

PART 4: PROCEEDINGS AT GENERAL MEETINGS 15. Business, other than the election of the chair of the meeting (bylaw 18 and the adjournment or termination of the meeting, must not be conducted at a general meeting at a time when a quorum is not present. a If at any time during a general meeting there ceases to be a quorum present, business then in progress must be suspended until there is a quorum present or until the meeting is adjourned or terminated; b A quorum is 25% of active members as of the end of previous calendar quarter prior to the meeting date. 16. If a quorum is not present within 30 minutes from the time appointed for a general meeting, it must stand adjourned to the same day in the following week, at the same time and place, and if, at the adjourned meeting, a quorum is not present within 30 minutes from the time appointed for the meeting, the active members present shall constitute a quorum. 17. Subject to Bylaw 18, the chairperson of board shall preside as chair of a general members meeting. At the discretion of the deacon board, a moderator may be appointed as chair of the general members meetings. In the absence of both, one of the deacon board members must preside as chair of the meeting. 18. If at a general meeting, a there is no chairperson, co-chairperson or other member of the deacon board present within 15 minutes after the appointed time for the holding of the meeting; or b the chairperson and all the other members of the deacon board are unwilling to act as the chair, then the members present must choose one of their members to be the chair of the general meeting. 19. A general meeting may be adjourned (bylaw 15 from time to time and from place to place, but business must not be conducted at an adjourned meeting other than the business left unfinished at the previous meeting. 20. When a meeting is adjourned for 10 days or more, notice of the adjourned meeting must be given as in the case of the original meeting (bylaw 12. 21. Except as provided in these bylaws, it is not necessary to give notice of an adjournment or of the business to be conducted at an adjourned general meeting. 5

22. A resolution proposed at a meeting need not be seconded if it has already been approved by the deacon board, and the chair of a meeting may move or propose a new resolution which then requires a second. 23. In case of a tie vote, the chairperson does not have a second vote in addition to the vote to which he or she may be entitled to as a member. The proposed resolution does not pass. 24. An active member present at a meeting of members is entitled to one vote. (bylaw 8a 25. Voting is by show of hand and/or ballot or secret ballot as decided by the deacon board prior to the meeting. 26. Voting by proxy is not permitted. 27. All motions at a general meeting must be passed by a two-thirds (2/3 majority vote of the active members present at the meeting. 28. With the exception of rules specified in these bylaws, all general meetings shall be conducted according to Robert s Rules of Order. 29. The following business shall be conducted at each annual general meeting: a the report of the deacon board; b the consideration of the financial statement which could include the proposed budget for the current fiscal year; c the report of the auditor, if any; (Bylaw 81 d the appointment of the accountant/auditor, if required; e the election or affirmation of deacons and any other officers or committees; f the review and consideration of, and where necessary, the processing of recommendations arising from various ministry reports; and g other business that, under these bylaws, ought to be conducted at an annual general meeting, or business that is brought under consideration by the report of the deacon board. 30. All business conducted at an annual general meeting except those matters set out in bylaw 29 above, and all business conducted at an extraordinary general meeting, shall be considered special business. 6

PART 5: DEACONS, OFFICERS AND DEACON BOARD Deacon nomination 31. The deacon board shall form a deacon nominating committee which shall be responsible for nominating candidates for deacon election in accordance with these bylaws. 32. The nominating committee shall consist of a total of five members with one pastoral member representative, with two membership representatives elected from the deacon board and two membership representatives nominated from the general congregation. 33. The deacon board can nominate members from the church to be candidates for the membership representatives in the nominating committee. Members of the church can also nominate members to be candidates for the membership representatives of the nominating committee. Each church member can only nominate one candidate to this committee. In both cases, the consent of the nominated members shall be obtained. Members nominations must be submitted to the deacon board in writing and signed by two church members. 34. If the number of candidates for member representatives exceeds the number required, an election by the members must be held. The candidates receiving the highest number of votes shall be elected. 35. In case there is only one or no membership representative chosen from church members, the deacons nominating committee shall function with fewer than five members. 36. The deacons nominating committee shall elect a person amongst the members of the committee other than the pastoral member representative to be the chairperson of the committee. 37. Guidelines for nomination of deacons a a born again, baptized Christian for at least 2 years (I Tim. 3:6 and is a member of our church (Acts 4:23 who subscribes to and whose life demonstrates the qualifications for leadership reflected in the church s statement of faith, which is the Mennonite Brethren Confession of Faith and is familiar with the church b monogamous, irreproachable in marital relationship and relationships with the opposite sex (I Tim. 3:2 c of good reputation (I Tim. 3:7/Acts 6:3 i. not indulgent in bad habits or committing immoral or illegal acts ii. a testimony in his own personal life and family life (I Tim. 3:4 7

d exercising full responsibility in matters of tithing, and being an example unto others (Matt. 6:21, I Cor. 16:2 e of high spiritual caliber (Acts 6:3 and understanding the doctrinal truth of the Gospel (I Tim. 3:9; attending church meetings regularly (Heb. 10:25 and is concerned with the church s work; willingly co-operating with others in serving the Lord (I Cor. 12:24 f has presided in other duties eg. committee chairmanship, Sunday School teaching or others evangelistic works of the Gospel and is recognized as a faithful and responsible worker. (I Cor. 4:2, I Tim. 3:10 38. Members of the deacons nominating committee are not eligible to run for deacon election. Deacon election 39. The deacon nominating committee shall discuss nomination of candidates in strict confidence. A minimum two-thirds (2/3 majority vote is required for nominating a member for deacon election. 40. Within two weeks after the deacon nominees have been made known by the deacon nominating committee, members of the church may submit other written nominations, each signed by two members, to the deacon nominating committee. All nominations by members must be accepted by the deacon nominating committee before they are included in the list of nominees. Acceptance is by a minimum of two-thirds majority vote within the committee. 41. Voting for deacons a When the number of candidates for deacon election is more than the number of vacancies, an election by members must be held. Candidates with the highest number of votes are elected based on each member having a number of votes equal to the number of vacancies. b When the number of candidates for deacon election is equal to or less than the number of vacancies, an affirming vote of two-thirds majority is required for each successful candidate. Deacon Board 42. The deacon board may exercise all the powers and do all the acts and things that the church may exercise to do, and that are not by these bylaws or by statute or otherwise lawfully directed or required to be exercised or done by the church in a general meeting, but subject, nevertheless to: a All laws affecting the church; b These bylaws; and c Rules, not being inconsistent with these bylaws that are made from time to time by the church in a general meeting. 43. A rule made by the church in a general meeting does not invalidate a prior act of the deacon board that would have been valid if that rule had not been made. 8

44. The number of deacons will be five or a greater number as determined from time to time by the deacon board. 45. The chairperson, vice-chair, secretary, treasurer and one or more other members elected pursuant to these bylaws are the deacons of the church, who all have voting rights in deacon board meetings. 46. In addition to the deacons, the deacon board consists of the following ex-officio members: a the lead pastor (with voting rights b all pastoral staff (with no voting rights 47. The deacons must retire from office by each annual general meeting when their successors are elected. a The term for the deacons is two years, eligible for re-election for a second two year term, after which one has to retire for one year before running for election again. An ideal number of newly elected deacons shall be no greater than 50% of the total number of deacons on the deacon board. b If a deacon resigns from his position or otherwise ceases to hold office for any reason, the deacon board may appoint a member within eight (8 weeks to take the place of the former deacon with the term lasting until the close of the next Annual General Meeting. The appointed deacon must meet the requirements of bylaw 37and must have previously served as a deacon of the church. 48. Each office including the, chairperson, vice-chair, secretary and treasurer shall be elected by acclamation or by ballot among the deacons annually. 49. An act or proceeding of the deacon board is not invalid because there are less than the prescribed numbers of deacons in office during the period of time when a deacon is in the process of being appointed in bylaw 47b. 50. Active members may, by special resolution in an extraordinary general meeting, remove a deacon, before the expiration of his term of office. A successor may be appointed to complete the term of office pursuant to Bylaw 47b above. 51. A deacon must not be remunerated for being or acting as a deacon but the deacons may be reimbursed for all expenses necessary and reasonably incurred by the deacons while engaged in the affairs of the church. 9

PART 6: PROCEEDINGS OF DEACON BOARD 52. The deacon board may meet at the place they think fit to conduct business, adjourn and otherwise regulate their meetings and proceedings, as they see fit. 53. The deacon board may from time to time set the quorum necessary to conduct business, and unless so set, the quorum is two-thirds (2/3 of the members with voting rights then in office. With the exception of businesses pertaining to human resource/employment issues related to pastoral staff, the lead pastor or his appointee (ex-officio deacon board member listed in bylaw 46 must be present in any deacon board meeting. 54. The chairperson is the chair of all meetings of the deacon board, but if at a meeting, the chairperson is not present within 30 minutes after the time appointed for holding the meeting, the vice chair or the secretary must act as chair, but if neither is present, the deacon board members with voting rights present may choose one of the voting members present to be the chair at that meeting. 55. Two deacon board members may at any time notify the secretary and request the deacon board to convene a meeting. 56. The deacon board may delegate any, but not all, of their powers to a working committee consisting of the church members as they see fit. At least one member of the working committee needs to be a deacon. 57. Working committees may be appointed by the deacon board. Such working committees must report the nature and scope of their activities from time to time to the deacon board if required. 58. A working committee must elect a chair of its meetings, but if no chair is elected, or if at a meeting, the chair is not present within 30 minutes after the time appointed for holding the meeting, the deacon(s present who is a member of the committee must choose one of the committee members to be the chair of the meeting. 59. The members of a committee may meet and adjourn as they think is proper. 60. For the first meeting of the deacon board held immediately following the appointment or election of a deacon board member, the fact of not giving notice to the newly elected deacon board member or members does not invalidate the meeting to be constituted, if a quorum for the deacon board is present. 10

61. A deacon board member who may be absent for more than 60 days may send, email, deliver or fax to the address of the church, a waiver of absence notice of any meeting(s of the deacon board and may at any time withdraw the waiver. Until the waiver is withdrawn: a A notice of meeting of the deacon board is not required to be sent to that deacon board member; and b Any and all meetings of the deacon board, notice of which have not been given to that deacon board member, are valid and effective if a quorum of the deacon board is present. c The calculation of quorum shall exclude board members who have sent in a waiver. 62. Questions arising at a meeting of the deacon board must be decided by a simple majority of votes. 63. In the case of a tie vote, the chairperson does not have a second or casting vote. 64. A resolution proposed at a meeting of the deacon board needs not be seconded and the chairperson of a meeting may move or propose a resolution. 65. A resolution in writing, signed by all the deacon board members and placed with the minutes of the deacon board meeting, is as valid and effective as if regularly passed at a meeting of the deacon board. 11

PART 7: DUTIES OF OFFICERS 66. The deacon board must form and determine the members of the executive committee before the next fiscal year. 67. The executive committee members shall consist of a minimum of three, but no more than five deacon board members, including the chairperson, lead pastor, vice chair, treasurer, and secretary. 68. Any member of the executive committee or the lead pastor may convene a meeting of the executive committee, which shall meet and adjourn as it thinks proper 69. All members of the executive committee form a quorum necessary for any meeting. Decisions have to be unanimous in order to be ratified at the forthcoming deacon board meeting(s. 70. In the absence of any member of the executive committee, the executive committee must appoint another deacon to act in the place of the absent member in order to form a quorum for a meeting. In the absence of the lead pastor, he must appoint a pastoral representative to act in his place. In the case that the secretary is chosen, the other members of the executive committee may appoint another person to act as secretary at that meeting to transcribe the minutes of the meeting. 71. The responsibilities and authority of the executive committee include the following: a Attending to emergency matters that arise between deacon board meetings; b Approval of financial matters $3000 and under; c The executive and administrative duties of the deacon board; d Reporting of each executive meeting to the deacon board. 72. The responsibilities of the chairperson include the following: a To call and preside at all business meetings of the church, the deacon board and the executive committee; b To be one of the church s representatives, whenever possible, at the conventions of the BC Conference of Mennonite Brethren Churches and the Canadian Conference of Mennonite Brethren Churches as they are called from time to time. 73. The vice chair must carry out the duties of the chairperson during the chairperson s absence. 74. The secretary s duties include the following: a To take minutes of the deacon board, executive committee and general meetings; b To keep an accurate record of all church business at general meetings, deacon board meetings, and executive committee meetings; 12

c To carry out the duties of the chairperson in his/her absence in the event that the position of vice chair is vacant; d To issue notices of all meetings of the members, the deacon board, and the executive committee; e To monitor the safe-keeping of all records and documents of the church and take responsibility that relevant records and required documents are kept for the prescribed length of time by the Canada Revenue Agency (CRA; f To distribute copies of the previous meeting to all participants. 75. The treasurer s duties include the following: a To monitor safe-keeping and take responsibility for all the church monies, records and documents, and to submit a detailed account of all receipts and disbursements; b To monitor safe-keeping all the financial records that are required to be kept for a certain period of time in accordance with CRA regulations; c To sign and issue to donors, and to monitor safe-keeping of record, of donations received for the church; d To prepare or have prepared annual audited or unaudited financial statements for review by the deacon board first, and then at the annual meeting of the members; e To prepare budgets for review; f The treasurer shall not be one of the signing officers of the church. 76. In the absence of the secretary from a meeting, the deacon board must appoint another deacon board member to act as secretary for the meeting. 13

PART 8: BORROWING 77. The deacon board is authorized to borrow and repay money on behalf of the church with the provision and restriction that the church may not in any given fiscal year borrow an amount in excess of 10% of the church s average total annual revenues (averaged over the church s three previous fiscal years without first receiving: a a special resolution of the members; and b the prior written approval from the BC Conference of Mennonite Brethren Churches. 78. For the purposes of this section, the term borrow shall also mean the guaranteeing of any third party s debt. This provision is unalterable. 79. The church shall have beneficial ownership of all real property known as South Vancouver Pacific Grace MB Church as registered to the BC Conference of Mennonite Brethren Churches. PART 9: INSURANCE 80. The church shall hold such insurance as the BC Conference of Mennonite Brethren Churches requires be held by all of its member churches. This provision is unalterable. PART 10: AUDITOR 81. The Church shall appoint an auditor to conduct an audit if requested: a In writing by the BC Conference of Mennonite Brethren Churches, and then only for such period of time as the Conference has requested; or b By a minimum of 30% of the voting members at an annual general meeting or special general meeting of the church. 82. A member of the deacon board or employee of the church shall not be the auditor of the church. PART 11: CHURCH REPRESENTATION 83. The deacon board may from time to time appoint, in its discretion, the following: a A correspondent for the official denominational publication; and b Delegates when required or requested to provincial and Canadian conferences. 14

PART 12: ORDINANCES 84. Baptism by immersion is practiced in this church except for physical or health reasons when baptism by sprinkling is conducted. 85. Holy Communion is to commemorate Christ according to His command, conducted regularly for all born again baptized Christians. 86. Church members may request a pastor of this church to officiate their marriage ceremonies, recognizing that marriage is a covenant relationship intended to unite a man and a woman for life. 87. Church members may request a pastor of this church to officiate their funeral services of family members in accordance with the following stated guideline: Members who invite a pastor of this church to officiate funerals must not allow other family members to construct altars or conduct ceremonies that resemble idol worship, chanting, occult practices and rituals of other religions at any time during the ceremony officiated by the pastor. PART 13: BYLAWS 88. The deacon board shall be the highest authority in the interpretation of these bylaws. 89. On being admitted to membership, each member is entitled to, and the church must give the member without charge, a copy of the constitution and bylaws of the church. 90. The constitution and/or these bylaws may only be amended as follows: a The deacon board or 10% of members of the Church may initiate a proposed amendment to the constitution and or these bylaws by submitting the request in writing to the deacon board. b The deacon board shall review the proposed amendments and present it to the church at the next annual general meeting or at such other meeting as may be called. A minimum of 30 days must then elapse before a vote is taken to adopt the amendments; and c Any approved amendments must be passed by special resolution. Dated this day of 2015 15

Witnessed by: Witnessed by: Witnessed by: 16

Witnessed by: Witnessed by: NOTE: Add to a minimum of 5 currently elected officers to sign. Witness can be the same for all or different for all. 17